Common use of Closing Actions Clause in Contracts

Closing Actions. (i) On the Closing Date the following shall occur in the following order: (1) the HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the HoldCo Stockholder's equity interest in HoldCo, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (the transfer of the HoldCo's Stockholder's equity interest in HoldCo, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"); (2) the Second HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (3) the Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"); and (4) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (ii) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Consideration.

Closing Actions. On the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, the following shall occur: (i) On The Buyer shall pay the Closing Date Consideration to the following Sellers by wire transfer of immediately available funds and, subject to receipt of the Closing Consideration, the Sellers shall occur deliver to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in the following order:respect of foreign ownership. (1ii) The Sellers, the HoldCo Certificate Company and the Buyer shall complete and deliver necessary forms and documents in respect of Merger the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be filed with handed over to the Secretary Board of State Directors of the State Company (the “Board of Delaware and 100% Directors”) for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting of the HoldCo Stockholder's equity interest in HoldCoBoard of Directors at which the Board of Directors shall take note of, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (approve and register the transfer of the HoldCo's Stockholder's equity interest Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in HoldCoall the corporate records of the Company, including the "HoldCo Stockholder's Contribution," register of members to reflect the transfer Buyer as the legal and beneficial owner of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions");Company Common Shares. (2iv) The Sellers shall deliver or ensure the Second HoldCo Certificate of Merger shall be filed with the Secretary of State delivery of the State following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of Delaware; (3) the Buyer in respect of the Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"); and (4) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of DelawareShares; (ii) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Consideration.

Closing Actions. On the Closing Date, the Parties shall concurrently (Zug um Zug) execute the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered the following to the Purchaser: (i) On the Closing Date the following shall occur in the following order: (1) the HoldCo Certificate a certified copy of Merger shall be filed with the Secretary of State resolutions of the State of Delaware and 100% directors of the HoldCo Stockholder's equity interest in HoldCo, together with 100% Vendor authorizing the execution and delivery of Option Sub's equity interest in HoldCo will be transferred to Parent (the transfer of the HoldCo's Stockholder's equity interest in HoldCo, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions")this Agreement and all transactions contemplated hereby; (2ii) the Second HoldCo Certificate of Merger shall be filed with the Secretary of State a certificate of the State of Delaware; (3) Vendor as to the Company Certificate of Merger shall be filed with the Secretary of State accuracy as of the State of Delaware and 100% Closing Date, of the equity interest Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Contributing Company Common Stockholders' interest Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in the Company will be transferred to Parent Section 6.2(b)(vii) (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"“Vendor Closing Certificate”); and (4iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of DelawareClosing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) In additiona certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracy, on as of the Closing Date Date, of the following shall also occur: (1) The Parent stockholders shall meet Purchaser’s representations and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub warranties and the Contributing Company Common Stockholders in performance of its covenants to be performed at or before the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration Closing with particulars of the Contributions any inaccuracy or non-performance (the "Capital Increase"“Purchaser Closing Certificate”), and (z) the appointment of two additional members to Parent's board of directors; and (2iv) Parent's board of directors shall take the necessary steps consent to implement the Capital Increase and cause the payment act as managing director of the Per Share Cash ConsiderationCompany signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.

Closing Actions. (a) At the Closing the Purchaser shall: (i) On consummate the Closing Date conversion of all issued and outstanding Class B Common Stock held by the following shall occur Purchaser Sponsor into Class A Common Stock in the following order: (1) the HoldCo Certificate of Merger shall be filed accordance with the Secretary of State terms of the State of Delaware and 100% of the HoldCo Stockholder's equity interest in HoldCo, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (the transfer of the HoldCo's Stockholder's equity interest in HoldCo, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions")Purchaser’s Organizational Documents; (ii) pay to the Company, by wire transfer of immediately available funds to the account(s) specified in writing by the Company delivered to the Purchaser at least two (2) Business Days prior to the Second HoldCo Certificate of Merger shall be filed with Closing, an aggregate amount equal to the Secretary of State of the State of DelawareCompany Cash Consideration; (3iii) pay to the Sellers, by wire transfer of immediately available funds to the account(s) specified in writing by the Sellers delivered to the Purchaser at least two (2) Business Days prior to the Closing, an aggregate amount equal to the Seller Cash Consideration; (iv) (A) issue to the accounts designated in writing prior to Closing by the Sellers the Common Stock Consideration, free and clear of all Liens (except Liens consisting of any restrictions on transfer generally arising under the applicable securities Laws), and (B) make appropriate book entries by updating the register of members of the Purchaser (in the names designated by the Sellers in writing prior to Closing) evidencing the issuance to the Sellers of the Common Stock Consideration; provided, however, in no instance shall the Purchaser have any obligation to issue any of the Common Stock Consideration to or in the name of any Person not signatory hereto; (v) (A) deliver to the Sellers the certificate contemplated by Section 8.3(d) and (B) deliver to the Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"certificate contemplated by Section 8.4(c); and (4vi) deliver a certificate from an authorized officer of the Second Company Certificate of Merger shall be filed Purchaser certifying that the Purchaser has made all necessary arrangements with the Secretary of State Trustee to cause the Trustee to disburse all of the State funds contained in the Trust Account available to the Purchaser for payment of Delawarethe Cash Consideration and Transaction Costs. (b) At the Closing the Company shall: (i) deliver, or cause to be delivered, to the Purchaser, to the extent that the Issued Equity Interests are certificated, certificates evidencing such Issued Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank and, in any case, other duly executed instruments of transfer as required to validly transfer title in and to all the Issued Equity Interests in book-entry form free and clear of all Liens (other than any restrictions arising under the Company’s Organizational Documents made available to the Purchaser or applicable securities Laws or Liens created by the Purchaser); (ii) In addition, on deliver to the Closing Date Purchaser a copy of the following shall also occur: (1) The Parent stockholders shall meet and approve (x) shareholders register of the Mergers, (y) Company recording the issuance of Parent Shares the Issued Equity Interests to the HoldCo Common Stockholders, Option Sub and Purchaser with effect as at the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directorsClosing Date; and (2iii) Parent's board deliver to the Purchaser the certificate contemplated by Section 8.2(c)(i); (c) At the Closing the Sellers shall: (i) deliver, or cause to be delivered, to the Purchaser, to the extent that the Transferred Equity Interests are certificated, certificates evidencing such Transferred Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank and, in any case, other duly executed instruments of directors shall take transfer as required to validly transfer title in and to all the necessary steps Transferred Equity Interests in book-entry form free and clear of all Liens (other than any restrictions arising under the Company’s Organizational Documents made available to implement the Capital Increase and cause Purchaser or applicable securities Laws or Liens created by the payment Purchaser); (ii) deliver to the Purchaser a copy of the Per Share Cash Considerationshareholders register of the Company recording the transfer of the Transferred Equity Interests to the Purchaser with effect as at the Closing Date; and (iii) deliver to the Purchaser the certificate contemplated by Section 8.2(c)(ii).

Closing Actions. At the Closing, the parties hereto and their applicable Affiliates shall cause the following actions to take place in immediately successive steps in the following order (but all of which actions shall be deemed to take place on the Closing Date): (a) The Final Distribution shall be completed; (b) FDFS shall contribute to the Company or, at the Company’s discretion, to a direct or indirect subsidiary of the Company such as CCI Acquisition, LLC, all of the issued and outstanding membership interests in Casino Credit Services, LLC (“CCS”). For purposes of such contribution, CCS shall be deemed to have a fair market value of zero, and no additional equity interest will be issued to FDFS on account of such contribution. (c) M&C, FDFS and GCA Holdings shall enter into a limited liability company agreement on terms substantially identical to the current terms of the LLC Agreement of the Company. M&C and FDFS shall each contribute all of their Membership Units in the Company to GCA Holdings, and in exchange GCA Holdings shall issue to each of M&C and FDFS a number of GCA Holdings Membership Units equal to the number of Membership Units in the Company so contributed, such that each of M&C and FDFS shall, after such contribution, own the same percentage interest in GCA Holdings after the contribution as it owned in the Company prior to the contribution. The LLC Agreement of the Company shall be amended to admit GCA Holdings as the sole member of the Company; (d) M&C shall exercise in full the M&C Option, as amended, in exchange for a cash payment by M&C of $27,000,000, payable by a wire transfer of immediately available funds to an account designated by FDC. (i) On CashCall shall redeem, and FDC shall cause FDFS, LLC to permit the redemption of, a portion of the 670 common shares (representing 67% of the outstanding equity interests in CashCall) of CashCall (such portion to be designated by M&C) in exchange for a cash payment by CashCall of Seventeen Thousand Five Hundred United States Dollars ($17,500) per common share, less applicable withholding taxes, payable by wire transfer of immediately available funds denominated in Canadian dollars using the nominal noon exchange rate published by the Bank of Canada on the business day immediately prior to the Closing Date to an account designated by FDC, and M&C shall cause CashCall to take and FDC shall cause FDFS, LLC to take any other actions necessary to consummate such redemption. M&C shall notify FDC of the following number of common shares of CashCall owned by FDFS, LLC to be redeemed not less than five business days prior to the Closing Date; provided, however, that the number of shares to be redeemed shall occur in the following order: not exceed one (1) without FDFS, LLC’s prior consent. (ii) FDC shall cause FDFS, LLC to assign and transfer to the HoldCo Certificate of Merger Company, and the Company shall be filed with the Secretary of State purchase from FDFS, LLC, (A) all of the State remaining common shares of Delaware CashCall held by FDFS, LLC (after giving effect to the redemption described the immediately preceding clause (i)) and 100% (B) the indebtedness owed by CashCall as of the HoldCo Stockholder's Closing Date to Western Union Financial Services (Canada), Inc., which prior to the Closing Date shall have been transferred by Western Union Financial Services (Canada), Inc. to FDFS, LLC, in exchange for a cash payment by the Company of Seventeen Thousand Five Hundred United States Dollars ($17,500) per common share, payable by wire transfer of immediately available funds denominated in United States dollars to an account designated by FDC, and the Company shall take and FDC shall cause FDFS, LLC to take any other actions necessary to consummate such purchase and sale. (f) one or more third parties unaffiliated with M&C shall purchase from M&C, pursuant to a bona fide business transaction, a number of GCA Holdings Membership Units that represents a four and ninety-nine hundredths (4.99%) or greater equity interest in HoldCoGCA Holdings after giving effect to the redemption described in Section 2.2(f). (g) FDFS and GCA Holdings shall execute and deliver the Membership Unit Redemption Agreement, in the form attached as Exhibit B (the “Membership Unit Redemption Agreement”), and in connection therewith FDFS shall assign and transfer to GCA Holdings, and GCA Holdings shall redeem from FDFS, all of FDFS’s Membership Units in exchange for a cash payment by the Company of Four Hundred Seventy Eight Thousand Five Hundred Sixty Six Dollars and Twenty Six Cents ($478,566.26) per Membership Unit redeemed thereby (the “GCA Redemption Payment”), payable by wire transfer of immediately available funds to an account designated by FDC, and the parties thereto shall take any other actions contemplated to be taken thereunder on the Closing Date to consummate such redemption. (h) FDC and the Company shall execute and deliver the Sponsorship Indemnification Agreement, in the form attached as Exhibit C (the “Sponsorship Indemnification Agreement”), and in connection therewith, the Company shall cause a letter of credit (in a form to be reasonably acceptable to FDC) to be issued to FDC in the amount of $1,000,000 issued by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with 100% instructions to the issuer of Option Sub's equity interest such letter of credit to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement. (i) The Company and Western Union Financial Services, Inc. shall amend and restate the Network Agency Agreement by execution and delivery of the Amended and Restated Network Agency Agreement, in HoldCo will be transferred to Parent the form attached as Exhibit D (the transfer “Amended and Restated Network Agency Agreement”), and the Company shall complete the related agent application form and compliance acknowledgement. (j) The Company and Integrated Payment Systems, Inc. shall execute and deliver Amendment No. 3 to the Money Order Trust Agreement in the form attached as Exhibit E (“Amendment No. 3 to the IPS Agreement”). (k) CashCall and Integrated Payment Systems Canada, Inc. shall execute and deliver Amendment No. 2 to the Canada Money Order Trust Agreement in the form attached as Exhibit F (“Amendment No. 2 to the Canada Money Order Trust Agreement”). (l) The Company and TRS Recovery Services, Inc. shall execute and deliver Amendment No. 2 to the TeleCheck Marketing Agreement in the form attached as Exhibit G (“Amendment No. 2 to Marketing Agreement”). (m) Infonox shall agree to be bound by Section 4.5 and Section 4.14 of this Agreement pursuant to a written agreement reasonably acceptable to FDC. (n) The Company and First Financial Bank shall execute and deliver Amendment No. 1 to the HoldCo's Stockholder's equity interest ATM Sponsorship Agreement in HoldCothe form attached as Exhibit J (“Amendment No. 1 to ATM Sponsorship Agreement”). (o) M&C shall provide to FDC written evidence, in a form reasonably acceptable to FDC, evidencing the payment in full of all amounts owing under the Promissory Note issued by M&C to Bank of America, N.A. dated September 29, 2000 and subject to the Guaranty Agreement dated as of September 29, 2000 made by FDC in favor of Bank of America, N.A. For the avoidance of doubt, the "HoldCo Stockholder's Contribution," Parties agree that the transfer aggregate amount payable to FDFS and FDFS, LLC pursuant to Sections 2.2(b) – (g) (including the GCA Redemption Payment) shall total $435,600,000, less applicable withholding taxes, if any, and upon completion of Option Sub's those transactions, no FDC Related Person shall own any equity interest interest, or any option, warrant or right to acquire any equity interest, in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"); (2) the Second HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (3) the Company Certificate or any other Person which, directly or indirectly, is owned or controlled by the Company (where “control” means the power to direct the management or affairs of Merger shall be filed with a Person and “ownership” means the Secretary beneficial ownership of State of the State of Delaware and 100more than 50% of the equity interest securities of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"Person); and (4) it being understood and agreed that, to the Second Company Certificate of Merger shall be filed with the Secretary of State Knowledge of the State Parties, there exists no such Person other than has been addressed by the express terms of Delaware;Section 2.2(b) – (g). Section 3.1 (iif) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), Restructuring Agreement is hereby amended and (z) the appointment of two additional members restated in its entirety to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Consideration.read as follows:

Closing Actions. (i) On Concurrently with and in exchange for the Closing Date closing actions of the other Party, the following closing actions shall occur in the following ordersequence of the alphabetic order of paragraphs (a) to (j) below: (1a) the HoldCo Certificate of Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a); (b) the Purchaser shall be filed deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the Secretary of State pre-approval from FOPI of the State of Delaware and 100% purchase of the HoldCo Stockholder's equity interest Shares by the Purchaser); (c) the Purchaser shall pay to the Seller the Purchase Price in HoldCoCHF by wire transfer, together with 100% value as of Option Sub's equity interest the Closing Date and for same day receipt, in HoldCo will be transferred immediately available funds to Parent one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; (d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank; (e) the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the HoldCo's Stockholder's equity interest Shares to the Purchaser and the entry of the Purchaser in HoldCothe share register of the Company as of the Closing Date; (f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date; (g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the "HoldCo Stockholder's Contribution," Winterthur Group in connection with their membership in the transfer respective boards of Option Sub's equity interest in HoldCodirectors (or other governing bodies, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"as applicable); (2h) the Second HoldCo Certificate Purchaser shall deliver to the Seller a certified extract from the resolutions of Merger shall be filed the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Secretary of State of the State of DelawareClosing Date; (3i) the Company Certificate Purchaser shall procure the full repayment on behalf of Merger shall be filed Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with the Secretary of State value as of the State Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of Delaware and 100% of business (Zurich) on the equity interest of 3rd (third) Business Day prior to the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions")Closing Date; and (4j) the Second Company Certificate of Merger Seller shall be filed with the Secretary of State of the State of Delaware; (ii) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares deliver to the HoldCo Common Stockholders, Option Sub Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Contributing Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company Common Stockholders in the amounts to which such stockholders and Finso are entitled pursuant to Sections 2.1(a)fully and finally released from all obligations thereunder, 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Considerationrespectively.

Closing Actions. (At Closing, the Parties shall take the following Closing actions in the order listed below: a) The Purchaser shall: i) On pay, by way of electronic transfer, the Closing Date Cash Consideration to the following Seller’s Bank Account; ii) issue and allot, or procure the issuance and allotment of, the Agreed Consideration Shares by the Issuer to the Seller; and iii) deliver (or procure the delivery of) to the Seller: (A) a copy of the board minutes or unanimous resolutions in writing of the board of the Seller approving the transactions contemplated by this Agreement (including the sale of the Shares pursuant hereto), (B) a share certificate for the Agreed Consideration Shares, executed by the Issuer (unless share certificates are not issued by the Issuer to holders of the same class of shares as the Agreed Consideration Shares generally) and (C) a copy of the updated register of members or equivalent shareholder register of the Issuer showing the Seller as the registered holder of the Agreed Consideration Shares. b) The Seller shall occur in deliver (or procure the following orderdelivery of) to the Purchaser: (1i) the HoldCo Certificate of Merger shall be filed with the Secretary of State share certificate(s) in respect of the State Shares, an indemnity in respect of Delaware any lost share certificates or confirmation in form and 100% substance satisfactory to the Purchaser (acting reasonably) that no such share certificate(s) have been issued in respect of the HoldCo Stockholder's equity interest Shares; ii) a share transfer form in HoldCo, together with 100% respect of Option Sub's equity interest the Shares duly executed by the Seller in HoldCo will be transferred to Parent favour of the Purchaser; iii) a copy of the board minutes or unanimous resolutions in writing of the board of the Purchaser approving the transactions contemplated by this Agreement (including the issuance of the Agreed Consideration Shares by the Issuer); and iv) a copy of the board minutes or unanimous resolutions in writing of the board of the Company approving (A) the registration of the transfer of the HoldCo's Stockholder's equity interest in HoldCoShares, (B) that the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"); (2) the Second HoldCo Certificate of Merger Purchaser shall be filed with registered as the Secretary of State holder of the State Shares in the Company’s register of Delaware; members and (3C) that a new share certificate in respect of the Company Certificate of Merger Shares shall be filed with the Secretary of State of the State of Delaware executed by Company and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"); and (4) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (ii) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares delivered to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash ConsiderationPurchaser.

Closing Actions. The Company and Diblo shall consummate the Merger (itogether with, if applicable, the DIFA Merger) pursuant to the Merger Resolutions by taking the actions described in clauses (a) through (c) below, it being understood and agreed that, with respect to clause (a) below, such actions shall be taken simultaneously and together with such actions in respect of the DIFA Merger and, with respect to clauses (b) and (c) below, if the Merger shall occur simultaneously with the DIFA Merger as provided herein, such actions shall be taken simultaneously and together with such actions in respect of the DIFA Merger. (a) On the Closing Date Shareholders’ Meetings Date, the following shall occur Company and Diblo will execute and deliver a Merger Agreement substantially in the following order: form of Section 2.04(a) of the Company Disclosure Schedule (the “Merger Agreement”), which will provide that (1) the HoldCo Certificate of Merger shall will be filed effective upon registration with the Secretary Public Registry of State Commerce (Registro Público de Comercio) of the State Federal District of Delaware and 100% Mexico (the “RPC”) as provided for in Article 225 of the HoldCo Stockholder's equity interest in HoldCoGeneral Commercial Companies Act (Ley General de Sociedades Mercantiles), together with 100% of Option Sub's equity interest in HoldCo for which purpose the Company, as Surviving Corporation, will be transferred expressly covenant to Parent (the transfer pay, on demand, all outstanding obligations owing to then-existing creditors of the HoldCo's Stockholder's equity interest in HoldCoCompany and Diblo that did not consent to the Merger, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"); (2) from and after the Second HoldCo Certificate of Merger Effective Time, the Surviving Corporation shall be filed with the Secretary of State possess all rights, privileges, powers and franchises of the State Company and Diblo, and all of Delaware; the claims, obligations, liabilities, debts and duties of the Company and Diblo shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation, and (3) the Company Certificate of Merger shall be filed with carried out pursuant to the Secretary of State other terms and conditions set forth in this Agreement. (b) As soon as reasonably practicable after the Effective Time, Diblo shall register in its corporate books the cancellation of the State Diblo shares owned by the Company and ABI and its Subsidiaries and generally make all annotations and entries into the corporate books of Delaware and 100% Diblo as necessary to evidence the termination of Diblo’s legal existence by virtue of the equity interest Merger. The Company will cancel all share certificates of the Contributing Company Common Stockholders' interest outstanding immediately prior to the Effective Time and re-issue and deliver new certificates to the shareholders of the Company and Indeval reflecting the Company’s capital structure after giving effect to the Merger Resolutions (including the Merger and, if applicable, the DIFA Merger) and the Share Restructuring and generally take any action that is necessary or that the parties agree is convenient to consummate and formalize the items approved in the Company will be transferred to Parent Merger Resolutions. (c) As soon as reasonably practicable after the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo ContributionsEffective Time, the "Contributions"); and (4) Company shall issue and deliver to ABI a certificate or certificates representing the Second Company Certificate of Merger shall be filed with Consideration, effective upon the Secretary of State cancellation of the State of Delaware; (ii) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet Diblo Shares owned by ABI and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Considerationits Subsidiaries.

Closing Actions. At the Closing (to the extent not completed prior to the Closing Date): (a) first, (i) On GE shall, and shall cause the Closing Date other NBCU Transferors to, transfer, directly or indirectly, the following Contributed NBCU Assets to NBCU, (ii) NBCU shall occur assume the Assumed NBCU Liabilities, (iii) GE shall, or shall cause a Subsidiary of GE (other than a NBCU Entity) to, assume all Excluded NBCU Liabilities that are Liabilities of a NBCU Entity and (iv) NBCU shall pay to GE the fair value of the capital stock of the Subsidiary of GE identified on Section 2.08(d) of the NBCU Disclosure Letter (it being understood that all of such capital stock shall be included in the following order: (1) the HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the HoldCo Stockholder's equity interest in HoldCo, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (the transfer of the HoldCo's Stockholder's equity interest in HoldCo, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"Contributed NBCU Assets); (2b) second, (i) Navy Holdco 1 shall, and GE shall cause Navy Holdco 1 to, contribute to Navy Holdco 2 all of the Second HoldCo Certificate outstanding NBCU Shares, free and clear of Merger all Liens and (ii) GE and NBCU shall, and shall cause their respective applicable Subsidiaries to, enter into the ISDA Novation Agreements, which shall be filed with deemed effective at the Secretary effective time of State of the State of Delawarethis Section 2.08(b); (3c) third, (i) Comcast Navy Acquisition, LLC and Navy Holdco 2 shall, and Navy Holdco 2 shall cause the Newco Interest Holders to, enter into the Escrow Agreement, (ii) Comcast Navy Acquisition, LLC shall, or shall cause an Affiliate on behalf of Comcast Navy Acquisition, LLC to, deposit funds in an amount equal to the Comcast/NBCU Purchase Price (calculated for this purpose based on the estimated amounts provided pursuant to Section 2.06(b)) into escrow pursuant to the terms of the Escrow Agreement, (iii) if Estimated Combined EBITDA is less than the Target Combined EBITDA, then Comcast Navy Acquisition, LLC shall, or shall cause an Affiliate on behalf of Comcast Navy Acquisition, LLC to, deposit funds in an amount equal to 3.5 times the lesser of (x) the Company Certificate of Merger shall be filed with the Secretary of State amount of the State shortfall, if such shortfall exists, of Delaware Estimated Comcast EBITDA as compared to Target Comcast EBITDA, or (y) the amount of the shortfall of Estimated Combined EBITDA as compared to Target Combined EBITDA into escrow pursuant to the terms of the Escrow Agreement (any such amount to be deposited into escrow pursuant to this clause (iii), the “Shortfall Amount”) and 100(iv) Comcast Navy Acquisition, LLC shall, or shall cause an Affiliate on behalf of Comcast Navy Acquisition, LLC to, deposit funds in an amount equal to the amount of the 2008 Contributed Comcast Businesses EBITDA Adjustment, if any, into escrow pursuant to the terms of the Escrow Agreement; (d) fourth, NBCU shall, and GE shall cause NBCU to, complete the NBCU Conversion in accordance with Section 2.07; (e) fifth, NBCU shall distribute its interests in the Holding Companies and New A&E to Navy Holdco 2; (f) sixth, Navy Holdco 2 and the Newco Interest Holders shall contribute the equity interests of NBCU and the New LLCs to Newco, free and clear of all Liens, in exchange for Newco Membership Interests; (g) seventh, Newco shall contribute the equity interests of the New LLCs to NBCU; (h) eighth, the parties hereto shall, and shall cause their respective applicable Subsidiaries to, deliver duly executed counterparts to the other Transaction Agreements referenced in Section 6.12; (i) ninth, Comcast shall, and shall cause the other Comcast Transferors to, contribute or transfer, as applicable, the Contributed Comcast Assets to Newco or, at the direction of Newco, NBCU and, in consideration therefor, Newco shall issue to Comcast Navy Contribution, LLC, free and clear of all Liens, Newco Membership Interests representing 25.75% of the equity interest outstanding Newco Membership Interests (determined after giving effect to such issuance) and, to the extent Contributed Comcast Equity Interests are certificated, Comcast Navy Contribution, LLC shall deliver or cause to be delivered to Newco or NBCU, as applicable, certificates evidencing such Contributed Comcast Equity Interests, duly endorsed in blank or accompanied by powers duly executed in blank or other duly executed instruments of transfer as required in order to validly transfer title in and to the Contributed Comcast Equity Interests, and to the extent such Contributed Comcast Equity Interests are not certificated, Comcast Navy Contribution, LLC shall deliver or cause to be delivered to Newco or NBCU, as applicable, other customary evidence of ownership; and Newco or NBCU, as applicable, shall assume the Assumed Comcast Liabilities and Comcast Navy Contribution, LLC shall, or shall cause a Subsidiary of Comcast (other than a Contributed Comcast Subsidiary), to assume all Excluded Comcast Liabilities that are Liabilities of a Contributed Comcast Subsidiary; (j) tenth, (i) the Newco Interest Holders shall, and GE shall cause the Newco Interest Holders to, deliver to Comcast Navy Acquisition, LLC, free and clear of all Liens, all of the Contributing Company Common Stockholders' interest Newco Membership Interests owned by the Newco Interest Holders and (ii) Navy Holdco 2 shall, and GE shall cause Navy Holdco 2 to, deliver to Comcast Navy Acquisition, LLC, free and clear of all Liens, Newco Membership Interests which, when aggregated with the interests delivered pursuant to clause (i), will constitute 25.25% of the outstanding Newco Membership Interests, in consideration of the payment by Comcast Navy Acquisition, LLC of the Comcast/NBCU Purchase Price; (k) eleventh, if Estimated Combined EBITDA is less than the Target Combined EBITDA then NBCU shall issue to Comcast Navy Acquisition, LLC or such Affiliate of Comcast Navy Acquisition, LLC a note in the Company will be transferred form of Exhibit F-2 with a principal amount equal to Parent the Shortfall Amount (the "Contributing Company Common Stockholders' Contributions" and“Comcast Note”); (l) twelfth, collectively the Escrow Agent shall release from escrow into the accounts of Navy Holdco 2 and the Newco Interest Holders designated in the Escrow Agreement the Comcast/NBCU Purchase Price, the Shortfall Amount, if any, and the amount of the 2008 Contributed Comcast Businesses EBITDA Adjustment, if any, in each case, pursuant to the terms of the Escrow Agreement; (m) thirteenth, the parties hereto shall, and shall cause their respective applicable Subsidiaries to, execute and deliver such deeds, bills of sale, endorsements, consents, assignments, assumptions and other good and sufficient documents or instruments as such parties and their respective counsel shall deem reasonably necessary in connection with the HoldCo Contributions, the "Contributions"actions referred to in Sections 2.08(a) through (l); and (4n) the Second Company Certificate of Merger shall be filed with the Secretary of State finally, each NBCU Transferor and Comcast Transferor that will convey a “United States real property interest” (as defined under Section 897 of the State of Delaware; (iiCode) In addition, on the Closing Date the following shall also occur: (1deliver to Newco a certificate in accordance with Treasury Regulations Section 1.1445-2(b)(2) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub effect that the applicable transferor is not a “foreign person,” and each of Navy Holdco 2 and the Contributing Company Common Stockholders Newco Interest Holders shall deliver to Comcast Navy Acquisition, LLC a certificate in accordance with Treasury Regulations Section 1.1445-2(b)(2) to the amounts effect that the applicable transferor is not a “foreign person.” Newco hereby directs Comcast and the other Comcast Transferors (including Comcast Navy Contribution, LLC) to which such stockholders are entitled pursuant transfer the Contributed Comcast Assets to Sections 2.1(a)NBCU on its behalf and NBCU to assume the Assumed Comcast Liabilities on its behalf, 2.1(bin each case, as described in Section 2.08(i) and 2.3(a)(i) hereof in consideration subject to the terms and conditions of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Considerationthis Agreement.